U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14(a)-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SEAMLESS WI-FI, INC.
(Name of Small Business Issuer in its charter)
____________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
_____________________________________________________________________
2. Aggregate number of securities to which transaction applies:
_____________________________________________________________________
3. Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
_____________________________________________________________________
4. Proposed aggregate offering price:
_____________________________________________________________________
5. Total fee paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box is any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
_____________________________________________________________________
2. Form, schedule, or registration statement number:
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4. Date filed:
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Notes:
Seamless Wi-Fi, Inc.
800 N. Rainbow BlvdSuite 208
Las Vegas, Nevada 89107
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, FEBRUARY 10, 2006
Notice is hereby given that the Annual Meeting of shareholders of Seamless
Wi-Fi. Inc., a Nevada corporation ("Company"), will be held on Friday, February
10, 2006, at the 3960 Howard Hughes Parkway Suite 500 Las Vegas, 89109 UNITED
STATES at 10:00 AM (PST) for the following purposes:
1. To elect the following three (3) nominees as Directors of the Company until
the next Annual Meeting of shareholders and until their respective successors
shall be elected and qualified: Albert Reda, Matt Sebal, and John Domerego.
2. To approve the appointment of Kempisty & Company, CPA as the Company's
independent auditors for the fiscal year ending June 30, 2006, and 2007.
3. To consider on any other matter that properly may come before the meeting or
any adjournment thereof.
Shareholders of record as the close of business on December 31, 2005 are
entitled to vote at the meeting or any postponement or adjournment thereof.
Please review the voting options on the attached proxy card and submit your vote
promptly. If you attend the Annual Meeting, you may revoke your Proxy and vote
in person if you desire to do so, but attendance at the Annual Meeting does not
itself serve to revoke your Proxy. Copies of the Company's Annual Report for
its fiscal year ended June 30, 2005 and for the quarters ended on September 30,
and December 31, 2005 will be provided on request or you may obtain a copy
online from the Securities and Exchange Commission Website at www.sec.gov.
-----------
("Search for Company Filings").
By order of the Board of Directors
December 16, 2005
/s/ Mildred Carroll
Mildred Carroll, Corporate Secretary
PROXY STATEMENT
Seamless Wi-Fi, Inc.
800 No. Rainbow Blvd. Suite 208
Las Vegas, Nevada 89107
This Proxy Statement is being furnished to shareholders at the direction
and on behalf of the Board of Directors of Seamless Wi-Fi, Inc., a Nevada
corporation ("Company"), for the purpose of soliciting proxies for use at the
Annual Meeting of Shareholders of the Company to be held on Friday, February 10,
2006, at the 3960 Howard Hughes Parkway Suite 500, Las Vegas, 89109 Friday 10:00
AM (PST). The shares represented by the proxy will be voted in the manner
specified in the proxy. To the extent that no specification is made as to the
proposals set forth in the notice of meeting accompanying this Proxy Statement,
the proxy will be voted in favor of such proposals. However, any proxy given
pursuant to this solicitation may be revoked at any time before it is exercised
by giving written notice of such revocation to the Secretary of the Company, by
appearing at the meeting and voting in person or by submitting a later dated
proxy. Neither attendance at the meeting nor voting at the meeting will revoke
the proxy. A revocation that is not timely received will not be taken into
account, and the original proxy will be counted.
Shareholder proposals must be submitted to the Company not later than
January 19, 2006, in order to be included in those matters considered at the
next Annual Meeting of the Company to be held at 3960 Howard Hughes Parkway
Suite 500 Las Vegas, Nevada 89109 February 3, 2006 at 10:00AM (PST). The cost
of preparing, assembling and mailing this Proxy Statement, the Notice of Annual
Meeting of Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their nominees, are
requested to forward soliciting materials to the beneficial owners of shares and
will be reimbursed for their reasonable expenses. This Proxy Statement and
accompanying proxy will be mailed to shareholders on or about January 9, 2006.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to vote at the
Annual Meeting of Shareholders is the close of business on December 31, 2005.
On such date, the Company had issued and outstanding 117,864,634 shares of
$0.001 par value common stock and 946,964 shares of preferred stock Class A each
share is entitled to one vote per share of common stock or one thousand votes
for each shares of preferred stock Class A stock on any matter that may properly
come before the meeting, and there are no cumulative voting rights on any
shares. The presence at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record date will
constitute a quorum at the meeting. Votes withheld and abstentions will be
counted in determining the presence of a quorum but will not be voted. Broker
non-votes will not be counted in determining the presence of a quorum and will
not be voted.
All matters to be voted on require an affirmative vote of a majority of the
votes present at the meeting. Pursuant to applicable Nevada law, there are no
dissenter's rights relating to the matters to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of shares of the Company's common stock (117,864,634 issued and
outstanding) and preferred stock Class A (956,964 issued and outstanding) as of
December 31, 2005 by (i) all stockholders known to the Company to be beneficial
owners of more than 5% of the outstanding common stock; and (ii) all directors
and executive officers of the Company, individually and as a group:
Amount of Shares of Percent of Ownership
Title of Class Name and Address Beneficial Class (1) Beneficial Class (2)
--------------------- ------------------------------ -------------------- ---------------------
Mildred Carroll (1)
800 No. Rainbow Blvd.
Common Stock Suite 208 520,000
Preferred Stock A Las Vegas, Nevada 89107 -0- .456
--------------------- ------------------------------ -------------------- ---------------------
Albert R. Reda, (3)
800 No. Rainbow Blvd.
Common Stock Suite 208
Preferred Stock A Las Vegas, Nevada 89107 779,400 .667
--------------------- ------------------------------ -------------------- ---------------------
Reda Family Trust II (3)
Common Stock 2250 East Tropicana Ave #631 -0-
Preferred Stock A Las Vegas, Nevada 89119 56,250 5.88
--------------------- ------------------------------ -------------------- ---------------------
Omega Limited (4)
Common Stock 1136 E. Stuart Suite 4207 125,000 .110
Preferred Stock A Fort Collins, Co. 85025 10,000 1.05
--------------------- ------------------------------ -------------------- ---------------------
Antigua LLC (4)
Common Stock 1136 E. Stuart Suite 4207 110,000
Preferred Stock A Fort Collins, Co. 80525 -0- .45
--------------------- ------------------------------ -------------------- ---------------------
Alpha Blue Inc (4)
Common Stock 1630 Welton St. #300 -0-
Preferred Stock A Denver, Co. 80202 149,286 15.47
--------------------- ------------------------------ -------------------- ---------------------
ARR LLC (2)
Common Stock 2250 East Tropicana Ave #631 265,000 1.09
Preferred Stock A Las Vegas, Nevada 89119 45,924 4.75
--------------------- ------------------------------ -------------------- ---------------------
Audya Funding**
Common Stock 123 Kennelon Rd. 0 0
Preferred Stock A Kennelon, New Jersey 07405 589,300 61.580
--------------------- ------------------------------ -------------------- ---------------------
Reda Family Trust I
Common Stock 2250 Tropicana Ave #631 0 0
Preferred Stock A Las Vegas, Nevada 89119 -55,784- 5.83
--------------------- ------------------------------ -------------------- ---------------------
Seamless P2P LLC
Common Stock 2250 East Tropicana Ave #631 330,000 1.34
Preferred Stock C Las Vegas, Nevada 89119 700,000 100.00
--------------------- ------------------------------ -------------------- ---------------------
Shares of all directors and
Common Stock executive officers as a group 2,133,400 5.77
Preferred Stock A (4 persons) 906,544 27.07
--------------------- ------------------------------ -------------------- ---------------------
* No voting rights on unconverted shares.
** Albert Reda has the proxy for these shares
(1) Each person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.
(2) None of these security holders has the right to acquire any amount of the
shares within sixty days from options, warrants, rights, conversion privilege,
or similar obligations.
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The Company's board of directors is currently composed of three members and one
independent board member. The names, ages, and respective positions of the
directors and executive officers of the Company are set forth below. The
directors named below will serve until the next annual meeting of the Company's
stockholders or until their successors are duly elected and have qualified.
Officers will hold their positions at the will of the board of directors, absent
any employment agreement. There are no arrangements, agreements or
understandings between non-management shareholders and management under which
non-management shareholders may directly or indirectly participate in or
influence the management of the Company's affairs. The directors and executive
officers of the Company are not a party to any material pending legal
proceedings and, to the best of their knowledge, no such action by or against
them has been threatened.
Officers and Directors.
(a) Albert Reda, President/Chief Executive Officer/Director.
Mr. Reda is currently the President and CEO of Seamless Wi-Fi, Inc. age 60 and
has been with the Company since November 1998. From 1994 to 1996 Mr. Reda was
employed with CRT Corporation as Vice President in charge of production for
manufacturing of frozen products. From 1994 to 1994 Mr. Reda was self employed
in the financial lending area buying and selling loans between individuals and
institutions. Mr. Reda received a Bachelor of Science Degree in Engineering.
Mr. Reda is a director of two other public companies, Digital Security and
Global Debit Cash Card. Inc.
(b) John Domerego, Director, President of Seamless Skyy-Fi, Inc.
Mr. Domerego is currently President of Seamless Skyy-Fi, Inc., age 61, was
appointed to the board of directors on October 1, 2005. Prior to that Mr.
Domerego was involved in the development, designing, engineering and
construction of cogeneration and power generating facilities both as an employee
of Raytheon Engineering and self-employed as an associate of Malcolm Jones
Associates, an engineering company where he managed multi-million dollar
projects from conception to completion. Mr. Domerego also has 20 years
experience in management both as Chief Engineer and as General Manager. Mr.
Domerego also has years of experience in RF signals which he acquired while
serving in the Navy. Mr. Domerego has a Bachelor of Science Degree in Mechanical
Engineering.
(c) Matt Sebal, Director
Mr. Sebal has been serving as President and Director of 51st State Systems, Inc.
a privately held company from January 2002. 51st State Systems provides
technology and consulting services in Vancouver, BC Canada.
From May 2002 to present Mr. Sebal has served as President and as a Director of
DCM Enterprises, Inc., a publicly reporting management and investment holding
company.
From October, 2001 to present, Mr. Sebal has served as Secretary and as a
Director of Hosting Site Networks, Inc., a publicly reporting,
development-stage, provider of Internet services including web hosting, web
consulting, and electronic mail services.
From period between June 2000 to January 2003, Mr. Sebal held one or more of the
following the positions: Secretary, President, Chairman and CEO, and Director,
of Return Assured Incorporated. Return Assured Incorporated had been a publicly
reporting company involved in enabling e-retail transactions. As of January,
2003 Return Assured Incorporated is no longer a publicly reporting company.
Return Assured Incorporated has had no operations since 2001.
From November 2000 to October 2003 Mr. Sebal served as a Director of Mindfuleye,
Inc., a publicly reporting company that developed software for licensing to the
investment community. The software delivered proprietary content directly to
users by web, desktop, wireless, and e-mail interfaces. As of October, 2003
Mindfuleye, Inc. is no longer a publicly reporting company. Mindfuleye, Inc has
had no operations since 2001
From December 1998 to June 2000, Mr. Sebal was a Principal in IBM's e-business
Services Group for Canada. From 1997 to 1998, Mr. Sebal was Director of Business
Development for Communicate.com (formerly IMEDIAT Digital). From 1995 to 1997,
Mr. Sebal was a Senior Account Manager for Emerge Online, Inc. a web site design
and development firm.
Mr. Sebal holds a baccalaureate degree in Political Science from the University
of Western Ontario, Canada.
Certain Relationships and Related Transactions.
Certain of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they have an interest, hold an office, or serve on a board of directors.
As a result, certain conflicts of interest may arise between the Company and its
officers and directors. The Company will attempt to resolve such conflicts of
interest in favor of the Company. The officers and directors are accountable to
the Company and its shareholders as fiduciaries, which require that such
officers and directors exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal action on
behalf of the Company or on behalf of itself and other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts is in any manner prejudicial to the Company.
Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Exchange Act requires the Registrant's directors, certain
officers and persons holding 10% or more of the Registrant's common stock to
file reports regarding their ownership and regarding their acquisitions and
dispositions of the Registrant's common stock with the SEC. Such persons are
required by SEC regulations to furnish the Registrant with copies of all Section
16(a) forms they file.
Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the Registrant under Rule 16a-3(d) during fiscal 2005 with respect to fiscal
2005, and certain written representations from executive officers and directors,
the Registrant is unaware that any other required reports were not timely filed.
Audit Committee and Charter
We do not have a separately-designated audit committee of the Board or any other
Board-designated committee. Audit committee functions are performed by our board
of directors. None of our directors are deemed independent. All directors also
hold positions as our officers. Our audit committee is responsible for: (1)
selection and oversight of our independent accountant; (2) establishing
procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls and auditing matters; (3) establishing procedures
for the confidential, anonymous submission by our employees of concerns
regarding accounting and auditing matters; (4) engaging outside advisors; and,
(5) funding for the outside auditory and any outside advisors engagement by the
audit committee. A copy of our audit committee charter is filed as an exhibit to
this report.
Audit Committee Financial Expert
None of our directors or officers have the qualifications or experience to be
considered a financial expert. We believe the cost related to retaining a
financial expert at this time is prohibitive, although the Company intends to
conduct a search in the near future to identify an individual qualified to serve
as audit committee financial expert.
Code of Ethics
We have adopted a corporate code of ethics. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee charter. Our disclosure
committee is comprised of all of our officers and directors. The purpose of the
committee is to provide assistance to the Chief Executive Officer and the Chief
Financial Officer in fulfilling their responsibilities regarding the
identification and disclosure of material information about us and the accuracy,
completeness and timeliness of our financial reports.
Meetings of the Board of Directors.
During the fiscal year ended June 30, 2005, the board of directors
documented 24 advise of unanimous written consent actions by the board of
directors.
EXECUTIVE COMPENSATION
Summary Compensation Table
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ ------------------------------------------------
AWARDS PAYOUTS
---------------------- ----------
NAME AND FISCAL SALARY BONUS OTHER RESTRICTED SECURITIES LTIP ALL OTHER
PRINCIPAL YEAR ($) ($) ANNUAL STOCK UNDERLYING PAYOUTS COMPENSATION
POSITION COMPENSATION AWARD(S) OPTIONS/ ($) ($)
($) ($) SARS
(#)
------------------ ---------------- --------- ---------- ------------- ----------- ----------- ---------- ------------
Albert Reda, Chief 2005 $ 240,000 0 0 0 0 0 0
Executive 2004 $ 240,000 0 0 0 0 0 0
Officer/Secretary (1) 2003 $ 180,000 0 0 0 0 0 0
(1) During fiscal June 2004 A new note was executed for the wages of
fiscal years of June 2004. The note including the end of September 2003 was for
$315,000. Before the end of June 2004 Mr. Reda received shares for the note
canceled and the monies owed was credited to Paid in Capital.
Other Compensation
There are no annuity, pension or retirement benefits to be paid to officers,
directors, or employees of the Company in the event of retirement at normal
retirement date, as there is no existing plan provided for or contributed to by
the Company.
No remuneration is to be paid in the future directly or indirectly by the
Company to any officer or director since no existing plan that provides for such
payment, including a stock option plan.
Employment Contract.
Other than as set forth below, during the past two years, there have not been
any transactions that have occurred between the Company and its officers,
directors, and five percent or greater shareholders.
On January 1, 2000, Mr. Reda entered into an employment agreement with the
Company for the position of Chief Executive Officer. The following are the
material terms of this agreement:
(1) A salary of $180,000.00, payable in semi-monthly installments in
accordance with the Company's practices, less normal payroll deductions. On the
anniversary date of each year through the fourth year, the salary each is
increased by $1,000 per month.
(2) This agreement was changed to the $180,000 per annum effective July 2002
retroactive to January 1, 2002. Based upon a note issued to Mr. Reda to cover
the amounts due per this employment agreement, the term of the agreement was
also extended till January 2007.
(3) In addition to this compensation, the Company will periodically review
Mr. Reda's performance and services rendered with a view to paying
discretionary bonuses based upon above-average or outstanding performance for a
prior period. Any such bonuses approved by the Company will be paid to Mr. Reda
within 30 days of the grant thereof. The following performance milestones shall
justify the particular restricted stock bonuses, to be issued by the company, as
set forth below:
(A) At $2 million in sales, 500,000 shares of restricted common stock.
(B) At $3 million in sales, 800,000 shares of restricted common stock.
(C) At $5 million in sales, 1,000,000 shares of restricted common stock.
(D) At $8 million in sales, 2,000,000 shares of restricted common stock.
(E) At $10 million in sales, 2,500,000 shares of restricted common stock.
(F) At $12 million in sales, 3,000,000 shares of restricted common stock.
(4) In addition to the Salary and bonuses stated above, Mr. Reda will be
eligible to participate in a health insurance plan, including dependent
coverage, supplied by the Company. Mr. Reda will also be entitled to participate
in any and all group life, workers' compensation, health plan or accidental
insurance plans which are adopted by the Company for the benefit of executive
officers or employees. Mr. Reda will also be entitled to such sick leave and
paid holidays and to such other perquisites of employment, as customarily are
extended by the Company to executive officers or employees. In addition Mr. Reda
will also be entitled to vacation benefits.
INDEPENDENT PUBLIC ACCOUNTANTS
Kempisty & Company CPA of New York, New York issued the report for the Company's
audited financial statements for the fiscal years ended June 30, 2005 and June
30, 2004.
Audit Fees.
Audit-Related Fees.
The audit fees for the 10KSB for fiscal year ended June 30, 2005 for
professional services rendered by Kempisty & Company CPA were $30,000 and were
paid in full.
The review fees for the 10QSB for first quarter ended September 30, 2005 for
professional services rendered by Kempisty & Company CPA were $6,000 and were
paid in full.
The aggregate fees billed for each of the last two fiscal years and the first
two quarters of fiscal year ended June 30, 2004 for professional services
rendered by Henry Schiffer CPA were paid in full prior to the dismissal by the
Company. The aggregate fees billed and paid for each of the third quarter of
fiscal year ended June 30, 2004, and for year ended June 30, 2004 for the review
of financial statement and audit of the Registrant's annual financial statements
included in the company's Form 10-QSB's: third quarter year ended June 30, 2004
and Form 10-KSB for year ended June 30, 2004 totaled $17,500.
Tax Fees.
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by Henry Schiffer, CPA for tax compliance, tax advice, and tax
planning is $5,000.
All Other Fees.
The aggregate fees billed in each of the last two fiscal years for products and
services provided by Kempisty & Company CPA other than the services reported
above, is $0.
Representatives of Kempisty & Company CPA are not expected to be present at the
annual meeting. This firm will have the opportunity to make a statement if they
desire to do so. Finally,
Representatives of this firm are not expected to be available to respond to
appropriate questions.
The Board of Directors has approved by resolution a proposal to retain Kempisty
& Company CPA Co., for the fiscal year commencing on June 30, 2006. The Board
of Directors of the Company recommends a vote for the retention of Kempisty &
Company CPA the fiscal year ending June 30, 2007.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows of no business that
will be presented for consideration at the Annual Meeting other than the items
referred to above. If any other matter is properly brought before the meeting
for action by the shareholders, proxies in the enclosed forms returned to the
company will be voted in accordance with the recommendation of the Board of
Directors or, in the absence of such a recommendation, in accordance with the
judgment of the proxy holder.
By order of the Board of Directors
December 16, 2005
/s/ Mildred Carroll
Mildred Carroll, Corporate Secretary
P R O X Y
SEAMLESS WI-FI, INC.
Annual Meeting of Shareholders To Be Held February 3, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Albert Reda as proxy of the undersigned, with full power of
substitution, and hereby authorizes him to represent and to vote at the Annual
Meeting of Shareholders of Seamless Wi-Fi, Inc. ("Company") to be held on
February 10, 2006 as designated below, all of the common stock of the Company
held of record by the undersigned on December 30, 2005, at the 3960 Howard
Hughes Parkway Suite 500 Las Vegas, Nevada 89109 at 10:00 AM (PST), for matters
that properly may come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Albert Reda Albert Reda
John Domerego John Domerego
Matt Sebal Matt Sebal
2. TO APPROVE THE SELECTION OF KEMPISTY & COMPANY, CPA AS THE
COMPANY'S INDEPENDENT ACCOUNTING FIRM FOR THE FISCAL YEAR COMMENCING ON JUNE 30,
2006 AND JUNE 30 2007 (circle one):
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting of Shareholders of the
Company to be held on February 10, 2006 and the Proxy Statement of such meeting.
Dated: ______________, 2005
__________________________________________________
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate (as indicated on
reverse side). All joint owners should sign. When signing as personal
representative, executor, administrator,
attorney, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporation name by president or other authorized person. If
a partnership, please sign in partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.